Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) (principal executive officer) and Chief Financial Officer (“CFO”) (principal financial officer), as appropriate to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a under the Exchange Act, our management, including our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15e under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our CEO and our CFO have concluded that our disclosure controls and procedures are effective at the reasonable assurance level as of December 31, 2023.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on their evaluation, as of December 31, 2023, our management concluded that our internal control over financial reporting was effective based on these criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override of the controls. Projections of any evaluation of controls effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with policies or procedures.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THE PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS.
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Our independent registered public accounting firm is PricewaterhouseCoopers LLP, San Jose, CA, PCAOB ID: 238 .
The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements
The financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report on Form 10-K because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto.
(3) Exhibits
The following is a list of exhibits filed with this Annual Report on Form 10-K incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K).
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Exhibit Index
Incorporated by Reference
Exhibit
Number Exhibit Title Form File No. Exhibit Filing Date Provided Herewith
3.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended.
X
3.2 Amended and Restated Bylaws of the Registrant (as amended and restated on November 10, 2023).
8-K 001-37918 3.1 November 16, 2023
4.1 Specimen Common Stock Certificate of the Registrant.
S-1 333-213773 4.1 September 23, 2016
4.2 Amended and Restated Investors’ Rights Agreement dated May 16, 2014 by and among the Registrant and certain stockholders.
S-1/A 333-213773 4.2 October 7, 2016
4.3 Description of the Registrant's securities registered pursuant to Section 12 of the Exchange Act.
10-K 001-37918 4.3 March 2, 2020
10.1± Services Agreement dated December 24, 2013 between the Registrant and XIFIN, Inc.
S-1 333-213773 10.20 September 23, 2016
10.2± Development Collaboration Agreement dated December 3, 2019 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited.
10-Q 001-37918 10.3 December 23, 2019
10.3± First Amendment to Development Collaboration Agreement dated April 26, 2021 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited.
10-K 001-37918 10.43 February 28, 2022
10.4± Second Amendment to Revive and Amend the Development Collaboration Agreement dated January 24, 2022 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited.
10-K 001-37918 10.44 February 28, 2022
10.5
Third Amended and Restated Loan and Security Agreement, dated as of October 23, 2018, between Silicon Valley Bank, a California corporation, and iRhythm Technologies, Inc., a Delaware corporation.
8-K 001-37918 10.1 October 29, 2018
10.6
First Amendment to Third Amended and Restated Loan and Security Agreement between the Registrant and Silicon Valley Bank.
10-K 001-37918 4.4 March 2, 2020
10.7
Second Amendment to the Third Amended and Restated Loan and Security Agreement dated March 28, 2022, by and between the Registrant and Silicon Valley Bank .
8-K
001-37918
10.1 March 29, 2022
10.8
Third Amendment to the Third Amended and Restated Loan and Security Agreement dated November 17 , 202 3 , by and between the Registrant and Silicon Valley Bank.
X
10.9
Office Lease dated October 4, 2018 between the Registrant and Big Dog Holdings LLC.
10-K 001-37918 10.35 March 4, 2019
10.10
F irst Amendment to O ffice L ease dated May 31, 2019 between the Registrant and Big Dog Holdings LLC.
X
10.11
Multi-Tenant Office/Industrial Lease by and between iRhythm Technologies, Inc. and Katella/Holder Street LLC dated March 18, 2021.
10-Q 001-37918 10.42 May 10, 2021
10.12 Credit, Security and Guaranty Agreement, dated January 3, 2024, by and among the Company, Braidwell Transaction Holdings LLC – Series 5 and Wilmington Trust, National Association.
8-K
001-37918
10.1 January 8, 2024
10.13+
2016 Equity Incentive Plan and related form agreements.
S-1/A 333-213773 10.3 October 7, 2016
10.14+
2016 Employee Stock Purchase Plan, as amended February 26, 2019, and related form agreements.
10-Q 001-37918 10.1 December 23, 2019
10.15+
Executive Incentive Compensation Plan.
S-1/A 333-213773 10.5 October 7, 2016
10.16+
Form of Indemnification Agreement for directors and executive officers.
S-1 333-213773 10.1 September 23, 2016
10.17+
Executive Change in Control and Severance Policy as Amended.
X
10.18+
Form of Change of Control and Severance Agreement.
10-Q 001-37918 10.29 November 14, 2017
10.19+
Offer Letter, dated September 8, 2021, by and between the Registrant and Quentin S. Blackford.
8-K 001-37918 10.1 September 13, 2021
10.20+
Offer Letter, dated November 15, 2021, by and between the Registrant and Patrick Murphy.
10-K
001-37918
10.19 February 23, 2023
10.21+
Offer Letter, dated April 24, 2022, by and between the Registrant and Minang Pravin Turakhia, MD.
10-K
001-37918
10.20 February 23, 2023
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10.22+
Offer Letter, dated July 18,2022, by and between the Registrant and Chad Patterson.
10-K
001-37918
10.21 February 23, 2023
10.23+
Offer Letter, dated July 22, 2022, by and between the Registrant and Brice Bobzien.
10-K
001-37918
10.22 February 23, 2023
10.24+
Resignation, Release and Consulting Agreement dated March 10, 2023 by and between the Registrant and Douglas Devine.
10-Q
001-37918
10.1 May 4, 2023
21.1 List of Subsidiaries of Registrant.
X
23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, San Jose, CA, PCAOB ID: 238)
X
31.1† Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2† Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
C ompensation Rec overy Policy
X
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
________________________________________________________________________________________________
† The certification attached as 32.1 that accompanies this Annual Report on Form 10-K, is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of iRhythm Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Indicates management contract or compensatory plan.
± Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed
separately with the Securities and Exchange Commission.
ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
iRhythm Technologies, Inc.
Date: February 22, 2024 By: /s/ Quentin S. Blackford
Quentin S. Blackford
President and Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date
/s/ Quentin S. Blackford President, Chief Executive Officer and Director
(Principal Executive Officer)
February 22, 2024
Quentin S. Blackford
/s/ Brice Bobzien Chief Financial Officer
(Principal Financial Officer) February 22, 2024
Brice Bobzien
/s/Marc Rosenbaum
Chief Accounting Officer
(Principal Accounting Officer)
February 22, 2024
Marc Rosenbaum
/s/ Abhijit Y. Talwalkar Director and Chairman of the Board February 22, 2024
Abhijit Y. Talwalkar
/s/ Bruce G. Bodaken Director February 22, 2024
Bruce G. Bodaken
/s/ Ralph Snyderman M.D. Director February 22, 2024
Ralph Snyderman M.D.
/s/ C. Noel Bairey Merz, M.D. Director February 22, 2024
C. Noel Bairey Merz, M.D.
/s/ Mark J. Rubash Director February 22, 2024
Mark J. Rubash
/s/ Karen Ling Director February 22, 2024
Karen Ling
/s/ Brian Yoor
Director February 22, 2024
Brian Yoor
/s/ Mojdeh Poul
Director February 22, 2024
Mojdeh Poul
115